Constitution and Bylaws
Adopted Wednesday, February 16th 2005.
Amended by a vote of the NODPA Board on April 11th, 2008
[Click here for a copy of the notes from the regional summit of dairy producers in 2001 at which it was recommended NODPA be formed.]
Article 1: Name
The name of this organization shall be the Northeast Organic Dairy Producers Alliance (NODPA), herein referred to as the "Corporation."
Article 2: Purpose
The purpose of the Northeast Organic Dairy Producers Alliance is to enable organic family dairy farms, situated across an extensive area, to maintain the sustainability of organic dairy farming in the eastern region of the USA.
Article 3: Office
The office of the corporation will be located in the town of Deerfield, Massachusetts or any other place designated by the Board of Directors The corporation may have such other offices as the board of directors may designate or as the business of the association may require from time to time.
Article 4: Membership
Section 1: Voting Members: Voting members of the Northeast Organic Dairy Producers shall include any organic family dairy farm in the eastern region of the USA. Each farm shall have one (1) vote.
Section 2: Associate (non-voting) Members
- Associate Members of the Northeast Organic Dairy Producers Alliance shall be any
organization, group or individual who does not produce organic milk.
- A fee shall be assessed for Associate Membership.
- Associate members will not be able to vote on business of the Corporation.
Article 5: State Representatives
Section 1: States are encouraged to form state-wide ODPA chapters which could choose to have the power to vote for their state’s State Representatives to NODPA. In states where no NODPA approved chapters have formed or the state-wide ODPA chooses not to select State Representatives, State Representatives will be selected by NODPA Board members and serving State Representatives. Effort must be made in determining the number of State Representatives for each state to include all geographic areas in proportion to the number of organic dairy farms.
Section 2: The duties of the state representative shall be to maintain communication with current organic producers within his or her area, act as a contact for interested producers, collect state sentiment and concerns, as well as participate in conference calls for the business of the Corporation. State Representatives shall have 3 year terms.
Section 3: There shall be no term limits for State Representatives.
Article 6: Board of Directors
Section 1: The Board of Directors shall be made up of at least one Director that farms in ME, VT, NY, PA; at least one Director that farms in either NH, MA, CT, or RI, and Directors from any other states as designated by the board from time to time to a total of at least 8 Board members. All Board members must be existing State Representatives in good standing. Effort must be made in determining the number of Directors for each state to include all geographic areas in proportion to the number of organic dairy farms. Board elections will take place within 40 days prior to NODPA’s annual meeting on a Board/State Representative conference call. State Representatives and Board members will receive election information at least ten days prior to the conference call at which the elections take place.
Section 2: Board of Directors terms shall be staggered. Each Board member shall be elected by the Representatives for a three-year term and the term will start immediately, once they are elected.
Section 3: NODPA members who are an officer, director or employee of a processor or milk handler or organic dairy brand are not eligible to be NODPA Board members.
Section 4: Vacancies: any vacancy occurring in the board of directors may be filled by the majority of the remaining directors. A director elected to fill a vacancy shall be elected for the unexpired term of the preceding director.
Section 5: Compensation: By resolution of the board, each director may be paid his expenses, if any, of attendance at meetings.Section 6: Removal: Any Officer, Board member or State Representative may be removed by the board of directors whenever in its judgment the best interests of the association will be served. Election or appointment of an officer or agent shall not of itself create contract rights.
Article 7: Officers
Section 1: Officers of the Corporation shall be: President, Vice-President, Secretary, and Treasurer.
Section 2: Officers shall be elected by the Board members from Board members each year for 1-year terms. Officers must be voting NODPA Board members. Officers will be elected after the annual election of Board members, either on a Board/State Representative conference call or at the Annual Meeting. State Representatives and Board members will receive election information at least ten days prior to the conference call at which the elections take place. There shall be term limits of six consecutive terms for all officers and terms will start on November 1st.
Section 3: Duties:
1. The President shall:
- Call all meetings of the organization and the Board
- Shall preside at the meetings.
- Shall create and discharge standing committee and special committees.
- Shall serve as an ex officio member of all committees.
- Shall not vote.
- At the annual meeting, the President shall present an annual report to the Corporation.
- Shall perform all other duties as are customary and/or necessary to the satisfactory conduct of the office and the affairs of the Corporation.
2. The Vice-President shall serve in the absence or in the event of incapacity of the President to serve.
3. The Treasurer shall perform such duties as are customary to the office, including responsible execution of fiscal duties, rendering required financial reports and the like, receiving assessments and other funds, accounting for such funds and disbursing funds to cover expenses as authorized by the Board.
4. The Secretary shall perform such duties as are customary to the office, including the maintenance of official minutes of the meetings of Corporation and the Board. A copy of the minutes will be furnished to voting members of the organization upon request.
5. The President and one other officer shall sign all written contracts and obligations of the Corporation. All contracts and obligations shall be authorized by vote of the Board.
Article 8: Meetings
Section 1: The Corporation shall hold one annual meeting for all members, the exact date to be determined by the Board. Notification of exact date and location shall be mailed to members at least 40 days prior to the meeting.
Section 2: There shall be a minimum of 2 other Board meetings each year to carry out the business of the Corporation. These meetings may be conducted via phone conference.
Section 3: There shall be no fewer than quarterly conference calls for State Representatives, Board members, and Officers.
Section 4: Special meetings may be called by the President, by consensus of the full Board or when requested in writing by three (3) voting members.
Section 5: A quorum necessary for the transaction of business at a Board meeting shall require 50 % of the board plus 1 board member to be present and representation from a minimum of 3 states and 2 of the officers.
Article 9: Committees
Section 1. Committees shall be appointed by the Board as may be necessary from time to time to carry out the work of the Corporation.
Article 10: Rules
Section 1: Roberts Rules of Order, revised, shall govern the Corporation in all cases in which the rules are applicable and not inconsistent with these bylaws.
Section 2: In the case of a tie vote on any matter, the motion shall be defeated.
Article 11: Amendments
Section 1: These bylaws may be amended by a 2/3 majority of the Board and State Representatives.
Section 2: Notification of the meeting and copies of proposed bylaw amendments shall be mailed, either electronically or by US mail to all voting Board members and State Representatives at least 10 days prior to the board meeting.
Section 3: The membership shall be informed of any changes to the bylaws at the next annual meeting immediately following the agreed changes.
Article 12: Dissolution
Upon dissolution of the corporation, any assets remaining after payment of or provision for its debts and liabilities shall, consistent with the purposes of the organization, be paid over to charitable organizations exempt under the provisions of Section 501(c)(3) of the U.S. Internal Revenue Code or corresponding provisions of subsequently enacted federal law. No part of the net assets or net earnings of the corporation shall inure to the benefit of or be paid or distributed to an officer, director, member, employee, or donor of the organization.
These by laws were adopted at a meeting of the NODPA Board on 2/16/05 and amended on April 11th 2008 by a unanimous vote of the NODPA Board.